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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 23, 2003
Cohu, Inc.
| Delaware | 1-4298 | 95-1934119 | ||
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| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 12367 Crosthwaite Circle, Poway, California | 92064 | |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (858) 848-8100
Not applicable
| Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. | ||||||||
| Item 9. Regulation FD Disclosure. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
Table of Contents
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Second Quarter 2003 Earnings Release, dated July 23, 2003, of Cohu, Inc. |
Item 9. Regulation FD Disclosure.
The following information is intended to be included under “Item 12. Results of Operations and Financial Condition” and is included under this Item 9 in accordance with SEC Release No. 33-8216.
On July 23, 2003, Cohu, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended June 30, 2003. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| COHU, INC. | ||||
| Dated: July 23, 2003 | By: | /s/ James A. Donahue | ||
| James A. Donahue | ||||
| President and Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Second Quarter 2003 Earnings Release, dated July 23, 2003, of Cohu, Inc. |
EXHIBIT 99.1 COHU REPORTS SECOND QUARTER 2003 OPERATING RESULTS POWAY, Calif., July 23, 2003 -- Cohu, Inc. (NASDAQ:COHU) today announced that sales were $32.1 million for the second quarter ended June 30, 2003 compared to $38.3 million for the second quarter of 2002 and $31.1 million for the first quarter of 2003. Net income for the second quarter of 2003 was $4.1 million, or $.19 per share, compared to net income of $822,000, or $.04 per share for the second quarter of 2002 and a net loss of $1.4 million or $.07 per share in the first quarter of 2003. The quarter ended June 30, 2003 includes a pretax gain of $7.9 million from the sale of land held for future development and a pretax charge of $2.5 million from an impairment write-down of an equity investment. Cohu also recorded pretax charges to operations in the second quarter of 2003 of approximately $250,000 related to the consolidation of its Littleton, Massachusetts operations and $2.5 million for inventory. Orders for the second quarter of 2003 were $43.7 million compared to $31.8 million for the first quarter of 2003. Backlog was $42.9 million at June 30, 2003 compared to $31.3 million at March 31, 2003. Second quarter 2003 sales of semiconductor test handling equipment accounted for 80% of total sales. Sales of television cameras and related equipment were 13% of sales and metal detection and microwave communications equipment contributed 7% of sales. Second quarter 2003 orders included 64% from semiconductor equipment, 9% from television cameras and 27% from metal detection and microwave communications equipment. Our June 30, 2003 backlog includes a significant amount of deferred revenue and other orders that we do not expect to be recognized as revenue in the third quarter of 2003. James A. Donahue, President and Chief Executive Officer, stated, "We were pleased that a significant number of the new thermal upgrades to our Summit Handlers were accepted during the second quarter and this contributed to our improved operating performance. R & D costs were lower in Q2, in part because we completed the consolidation of our Columbus, Ohio operations into our Poway headquarters in April. Sentiment in the IC industry may be slightly improved, but we remain cautious about the balance of the year. We will continue to focus on new product development, efficient manufacturing, cost control and excellent customer support as we prepare for improved business conditions." Cohu's Board of Directors approved a quarterly cash dividend of $.05 per share payable on November 3, 2003 to shareholders of record on September 12, 2003. Cohu has paid consecutive quarterly cash dividends since 1977. Certain matters discussed in this release including statements concerning Cohu's expectations of industry conditions and future operations and financial results are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected or forecasted. Such risks and uncertainties include, but are not limited to, the cyclical and unpredictable nature of capital expenditures by semiconductor manufacturers; goodwill and intangible asset write-downs due to impairment testing required by accounting standards; Cohu's ability to convert new products under development into production on a timely basis, support product development and meet customer delivery and acceptance requirements for next generation equipment; the effect of competitive products; the concentration of revenues from a limited number of customers; inventory write-downs; order cancellations; failure to obtain customer acceptance and recognize revenue; difficulties in integrating acquisitions and new technologies; and other risks addressed in Cohu's filings with the Securities and Exchange Commission including the most recently filed Form 10-K and Form 10-Q. Cohu assumes no obligation to update the information in this release. Cohu is a leading supplier of test handling solutions used by the global semiconductor industry as well as a supplier of closed circuit television, metal detection and microwave communications equipment. Cohu will be conducting their conference call on Wednesday, July 23, 2003 at 2:00 PM Pacific Time. A webcast and replay of the call can be accessed at www.cohu.com. For press releases and other information of interest to investors, please visit Cohu's website at www.cohu.com. Contact: John Allen - Investor Relations (858) 848-8106.
COHU, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) (unaudited) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ------- ------- 2003 2002 2003 2002 -------- -------- -------- -------- Net sales $ 32,084 $ 38,307 $ 63,163 $ 69,895 Cost and expenses: Cost of sales 21,109 22,920 41,805 42,467 Research and development 5,556 8,387 12,494 15,958 Selling, general and administrative 6,028 6,400 11,943 12,515 -------- -------- -------- -------- 32,693 37,707 66,242 70,940 -------- -------- -------- -------- Income (loss) from operations (609) 600 (3,079) (1,045) Gain from sale of land 7,873 -- 7,873 -- Investment impairment writedown (2,500) -- (2,500) -- Interest income 442 722 1,142 1,488 -------- -------- -------- -------- Income before income taxes 5,206 1,322 3,436 443 Income tax provision 1,100 500 700 200 -------- -------- -------- -------- Net income $ 4,106 $ 822 $ 2,736 $ 243 ======== ======== ======== ======== Income per share: $ .19 $ .04 $ .13 $ .01 Basic Diluted $ .19 $ .04 $ .13 $ .01 Weighted average shares used in computing income per share: Basic 21,098 20,750 21,005 20,685 Diluted 21,631 21,690 21,457 21,626 ======== ======== ======== ======== CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited) JUNE 30, December 31, 2003 2002 -------- ------------ Assets: Current assets: Cash and investments $111,199 $107,184 Accounts receivable 18,792 18,267 Inventories 30,110 24,317 Deferred taxes and other 16,030 16,530 -------- -------- 176,131 166,298 Note receivable 8,978 9,184 Property, plant & equipment, net 31,229 33,770 Other assets, primarily goodwill 9,828 12,551 -------- -------- Total assets $226,166 $221,803 ======== ======== Liabilities & Stockholders' Equity: Current liabilities: Deferred profit $ 6,177 $ 5,231 Other current liabilities 19,503 20,528 -------- -------- 25,680 25,759 Deferred taxes and other noncurrent liabilities 5,944 5,950 Stockholders' equity 194,542 190,094 -------- -------- Total liabilities & equity $226,166 $221,803 ======== ======== For press releases and other information of interest to investors, please visit Cohu's website at www.cohu.com Contact: John Allen - Investor Relations (858) 848-8106